SayPro Business Sales Agreement Template

THIS BUSINESS SALES AGREEMENT (“Agreement”) is made and entered into this ___ day of [Month], [Year], by and between:

SELLER:
SayPro Bulk Manufacturing, Inc.
Address: [Seller’s Address]
Phone: [Seller’s Phone Number]
Email: [Seller’s Email Address]

BUYER:
[Buyer’s Full Name or Business Name]
Address: [Buyer’s Address]
Phone: [Buyer’s Phone Number]
Email: [Buyer’s Email Address]

The Seller and the Buyer may collectively be referred to as the “Parties.”

RECITALS
WHEREAS, the Seller owns and operates a pasta manufacturing business, including all associated assets and operations as described in this Agreement (“Business”);

WHEREAS, the Buyer desires to purchase the Business from the Seller, and the Seller desires to sell the Business to the Buyer on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein contained, the Parties agree as follows:

1. SALE OF THE BUSINESS

1.1 Business Being Sold
The Seller agrees to sell, transfer, and convey to the Buyer, and the Buyer agrees to purchase from the Seller, the following assets of the Business:

Machinery & Equipment: All pasta manufacturing machinery and associated equipment as listed in the SayPro Inventory List (Appendix A).
Inventory: All raw materials, ingredients, and finished products currently in stock.
Intellectual Property: Any trademarks, patents, business methods, and recipes associated with the Business.
Goodwill: The reputation, customer base, and established market presence of the Business.
Real Estate (if applicable): The property where the manufacturing facility is located, including land, buildings, and facilities (if part of the sale).
Contracts: All active contracts with customers, suppliers, and distributors (if applicable).
Licenses and Permits: All necessary permits and licenses required for the operation of the Business.

1.2 Exclusions
The following assets are excluded from the sale:

Personal property not used in the Business.
Any assets specifically excluded by the Parties in writing.

2. PURCHASE PRICE

2.1 Total Purchase Price
The Buyer agrees to pay the Seller the total amount of [Total Purchase Price] USD (“Purchase Price”) for the Business, subject to adjustments as provided in this Agreement.

2.2 Payment Terms
The Purchase Price shall be paid by the Buyer to the Seller in the following manner:

Deposit: A deposit of [Deposit Amount] USD is due upon signing this Agreement, which will be held in escrow by [Escrow Agent’s Name] until closing.
Balance Payment: The balance of [Remaining Balance Amount] USD will be paid at closing, either in cash or via [Specify payment method, e.g., bank transfer, certified check, etc.].

2.3 Adjustments to Purchase Price
The Purchase Price may be adjusted based on:

Final inventory levels at the time of closing.
Any liabilities that may arise prior to the closing date.
Final verification of accounts payable and receivable.

3. CLOSING

3.1 Closing Date
The closing of the sale (“Closing”) shall occur on or before [Closing Date], or such other date as the Parties may mutually agree in writing.

3.2 Documents to Be Delivered at Closing
At the Closing, the Seller shall deliver to the Buyer the following:

Bill of Sale transferring ownership of the Business and assets to the Buyer.
Assignment of any contracts, leases, and intellectual property to the Buyer.
Certificate of good standing for the Seller’s business (if applicable).
Any other documents necessary to transfer ownership.

The Buyer shall deliver the following:

Payment of the Purchase Price (or balance thereof, as outlined in Section 2.2).
Any documents necessary to complete the transaction and establish legal ownership.

3.3 Transfer of Ownership
Upon payment of the Purchase Price and execution of the documents, ownership of the Business and all included assets will transfer to the Buyer, effective as of the Closing Date.

4. REPRESENTATIONS AND WARRANTIES

4.1 Seller’s Representations and Warranties
The Seller represents and warrants that:

The Seller is the sole legal owner of the Business and all its assets.
The Business is in good standing and operates in compliance with all applicable laws and regulations.
The Seller has not received notice of any pending or threatened litigation or claims related to the Business.
The assets being sold are free from any liens, encumbrances, or debts, except as disclosed in this Agreement.

4.2 Buyer’s Representations and Warranties
The Buyer represents and warrants that:

The Buyer has the legal capacity and authority to enter into this Agreement and complete the transaction.
The Buyer is aware of and fully understands the operation of the Business and the related risks.

5. POST-SALE SUPPORT AND TRANSITION PERIOD

5.1 Training and Support
The Seller agrees to provide the following training and support to the Buyer for a period of [Training Period] months following the Closing Date:

Training on the operation and maintenance of the pasta manufacturing equipment.
Operational support and assistance as the Buyer transitions into managing the Business.

5.2 Ongoing Advisory
The Seller agrees to offer advisory services to the Buyer for an additional period of [Advisory Period] months, which may include:

Guidance on scaling production.
Advice on supply chain management and sales strategies.
Assistance with troubleshooting any operational issues.

6. CONFIDENTIALITY

6.1 Confidential Information
The Parties agree to keep all confidential information related to the Business, including customer data, trade secrets, and financial records, confidential both during the term of this Agreement and for [X] years following the Closing Date.

7. INDEMNIFICATION

7.1 Seller’s Indemnity
The Seller agrees to indemnify and hold the Buyer harmless from any claims, liabilities, or expenses arising from any breach of the Seller’s representations and warranties or any issues that existed prior to the Closing Date.

7.2 Buyer’s Indemnity
The Buyer agrees to indemnify and hold the Seller harmless from any claims, liabilities, or expenses arising from any issues that arise after the Closing Date due to the Buyer’s ownership and operation of the Business.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of [State/Country].

9. ENTIRE AGREEMENT

This Agreement, including all appendices, schedules, and exhibits attached hereto, constitutes the entire agreement between the Parties concerning the sale of the Business and supersedes all prior discussions or agreements, whether written or oral, relating to the subject matter hereof.

10. SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Business Sales Agreement as of the date first above written.

SELLER:
Signature: ___________________________
Name: [Seller’s Name]
Title: [Seller’s Title]
Date: ___________________________

BUYER:
Signature: ___________________________
Name: [Buyer’s Name]
Title: [Buyer’s Title]
Date: ___________________________

Appendices:

Appendix A: Inventory List of Machinery, Equipment, and Assets
Appendix B: Sales Financials and Projections
Appendix C: List of Contracts and Agreements

This template serves as a starting point for formalizing the sale of the pasta manufacturing business. Both the Seller and the Buyer should consult legal professionals to tailor the agreement to their specific needs and ensure compliance with local laws.

SayPro Business Sales Agreement Template